A number of functional magnetic resonance imaging (fMRI) studies have demonstrated that interactions between the amygdala and medial temporal lobe (MTL) memory system predict subsequent memory for emotionally-arousing but not neutral stimuli. These results are typically thought to reflect the modulatory influence of arousal on consolidation for emotional information. In addition, emotional stimuli benefit from improvements in semantic and perceptual processing, which should likewise facilitate memory encoding. Few studies, however, have investigated how the functional networks driving these encoding and consolidation benefits might also impact memory for neutral stimuli that have been temporally or conceptually associated with emotional stimuli. We seek to address these issues by, first, delineating the contribution of semantic processing and its neural correlates to emotional memory within a levels-of processing paradigm (Specific Aim 1). Second, we aim to evaluate whether arousal-driven enhancements in consolidation confer subsequent memory benefits to temporally-proximate neutral stimuli by testing memory for neutral stimuli that are preceded or followed by an arousing stimulus (Specific Aim 3). Finally, we seek to unite these two aims by investigating how semantic elaboration during encoding might additionally facilitate associations between emotional and neutral information (Specific Aim 3). We therefore propose a series of fMRI investigations that will elucidate how semantic encoding and arousal-mediated consolidation enhance memories for emotional stimuli as well as associated neutral stimuli. We expect that increased semantic encoding demands will recruit a functional network including the amygdala and lateral inferior prefrontal cortex, and that this network will act in conjunction with the amygdala-MTL network to support the formation of emotional associations and their subsequent memory benefits. The proposed research program will integrate the sciences of brain and behavior to clarify the interaction of emotion and memory. By addressing this interaction, we lay the groundwork for deeper understanding of disorders associated with disturbances in both affect and memory, such as depression and post- traumatic stress disorder. Furthermore, this line of research might reveal a naturally-occurring mechanism by which "ordinary" memories can be enhanced-via the influence of arousal or by becoming imbued with emotional salience themselves.